Undeniable
by kzam
Summary: Zack has taken Cloud under his wing, and though the cadet can't fathom why, he learns to accept it as they spend more time together. It's strange though, how friendships develop...some grow stronger while others grow into something much more. When theirs grows into something more, neither quite know how to handle it. [this story needs to be revised...it's eh. you've been warned.]
1. PrologueChapter 1

Hello! This is...different than anything I've ever written, but I hope you enjoy it. It's been fun writing. As the description states, this will be about Cloud and Zack realizing there may be more to their friendship than they intended, so expect some M/M romance to come.

It's complete (14k words roughly), so more will be posted soon! Nothing graphic at all until Chapter 6 or so, and I'll post warnings as the need arrives- it's not really intended to be a smutty story though, more a subtle realization. Yadda Yadda, disclaimer, Square owns the characters and all that good stuff ^.^

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><p><strong>Prologue<strong>

Cloud stood there, dumbfounded as he tried to process what had just happened.

It wasn't every day you had your soul crushed by the very person you looked up to most, yet it had happened to him, and it hurt more than he could have ever imagined. Yet at the same time, he was furious, unable to fathom why it had happened.

_"__I think we're done here then."_

_Cloud nodded his head, moving toward the door wordlessly. He spun around a moment, though Zack __hadn't __turned to face him. "When's our next lesson then?"_

_His mentor shook his head, still not turning. "I said we're done, kid. There is no next lesson."_

_The tears he had been fighting began to well up in his eyes, stunned by the words. Somehow he choked them back, fighting them before they could fall. "Zack-"_

_ "__Look, kid, I tried. I tried to be nice to you. Tried to help you out. You just don't get it though," he said, his tone final. "The truth is, I don't even like you. You're annoying to be around. I just felt sorry for you, so I put up with it…but I can see it now. It's hopeless."_

_His jaw dropped, but there were no words. Any attempt at fighting the tears failed, and they flowed freely as he eyed his mentor's back. Surely he was lying. After all this time there was just no way their friendship had been fake. Yet as Zack spun around, his expression was so hard. He was seriously done._

_ "__You don't mean that," Cloud said, though so softly he __wasn't __even sure his mentor would hear._

_ "__Kid, stop standing there like that. Go run after your girlfriend and stop bothering me."_

_Zack moved toward the doorway, pushing past Cloud without bothering to look in his direction._

Months of friendship- he hadn't imagined it. Either Zack _knew_, or…His resolve hardened, and he decided in that moment to find out.

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><p><strong>Chapter One<strong>

It was difficult being the smallest one in his year, but somehow Cloud had managed to stay afloat despite the obstacles he faced. Even though he would never have the sheer height and weight of the other cadets, he had discovered there were other areas he could excel in- he was fast and with quick reflexes. What he lacked in strength, he made up for by studying harder and working longer than any of his classmates. There were a few things he would never be the best at, but his efforts somehow kept him among the top in his class, much to his peers' annoyance.

"Little shit did it again." He focused his eyes on his instructor, ignoring the snickering behind him after being praised for his materia demonstration. "Look at the runt, pleased with himself- as if it'd matter what he can do after getting snapped in two."

He bit his lip hard, trying his best to focus on the pain rather than the comments. Every time he did well or received any praise it was the same thing. An object hit his head this time though, and as he spun around to glare, another hit his forehead. _A ball of paper, _he realized, shaking his head with irritation. What was their problem? It wasn't like he did well to be better than anyone- he did well to prove to himself that he could.

Before he could finally snap at the other cadet's, the class had been dismissed. Most hurried out of the room, laughing openly at him as usual. Cloud just collected his books, reminding himself it wasn't worth the hassle anyway. As he made his way back to his room he tried to ignore the rumble in his stomach, resolved not to head to the cafeteria for a few hours until most of the other cadets had cleared out already. It was a typical part of his routine, regardless how much he hated doing it.

Mako-infused blue eyes were on him as he approached his door, though he didn't notice quite yet. His eyes were down, as usual- it was easier to keep his gaze averted in the halls. He found the cadets were less like to taunt him if they didn't think he was paying attention, and he was happy to pretend to avoid the trouble. The figure in the distance was close now though, and as he realized it was outside his door, his gaze snapped up.

Zack Fair.

He held his breath a moment, awed by the figure before him. His heart raced anxiously, wondering why the 1st would be here- and as the man stepped away from the wall he had been leaning against, he reminded himself to exhale. His jaw dropped in disbelief as the 1st patted his arm like it was no big deal. "Hey, kid! I was thinking…wanna watch a movie or something?"

He asked with such enthusiasm- like it was the most normal request ever. Cloud was still too stunned to speak though, confused how someone like Zack Fair would even knew where his room was.

Cloud hesitated after he realized this was really happening. "Um…I don't know if that's a good idea, sir. I'm just a cadet, and-"

Zack smirked, waving a hand dismissively. "And what? We can't be friends? That's not how it works, kid. And stop with the sir nonsense! _Zack_! My name is Zack!"

"Um…okay, _Zack_. I still don't know if it's a good idea," he insisted, smiling weakly. "I appreciate what you're trying to do, but-"

"And what's that?" Zack pressed, arching an eyebrow. He had his arms crossed, but there was nothing serious about his demeanor.

"You feel sorry for me," the cadet concluded, shrugging. "And you really don't have to."

There was a long pause as the two stared at each other, and Cloud couldn't help but shift on his feet. Finally, Zack broke into laughter, oblivious to the strange glance Cloud was giving him still.

"You really are funny, Spikey," he said, ruffling the cadet's hair as he gained back some composure. "Is it so hard to believe that I just had fun talking with you and wanted to follow through on my offer to hang out?"

Cloud frowned, baffled still. "Yeah…it is."

As Zack burst into laughter once more, even Cloud couldn't help but laugh as well. What was with this guy? Just the cheerful expression alone was enough to elicit a smile from most people- regardless of their status or rank. All the cadets looked up to him, and a good portion liked to look _at _him. It wasn't just among the cadets that Zack was so popular though- SOLDIERS seemed to adore him just as much, and it was obvious to everyone why.

He was just a good guy.

As Cloud realized this he realized that maybe his assumption _had _been wrong. "Here, let me just put my books down and we can do whatever," he agreed finally, causing the SOLDIER to flash another big smile.

He gave the cadet a nod and a pat on the back, waiting outside while Cloud ran in to drop his books. Zack lead the way, his carefree demeanor lightening the tension Cloud felt for socializing with a superior officer. The pair received a few curious looks, but by then they were engrossed in conversation and neither seemed to notice. It didn't take long to get to their destination; Zack's room, much to Cloud's surprise. The room was huge though, twice the size of Cloud's, and with no roommate. The 1st offered the cadet a drink before getting his own, plopping down on the couch next to him a moment later. He started a movie, but after about ten minutes it had somehow become background noise as a conversation about the character's hairstyle had somehow turned into seven different topics.

"And so I said to him, Sephy, get your panties out of a bunch! And you know what he said?" he nudged the cadet though he was already chortling. "He said, 'I'll have you know, I'm not wearing any'- with that same stone hard glare, like it was nothing!"

Cloud was shaking his head as he laughed, unable to hold back. "I can't believe you'd say that to the _general! _I think I'd rather impale myself on Masamune than say anything like that to him."

"Honestly, for a second I thought he might finally snap at me…he puts up with a lot of my crap for such a serious guy, but everyone has their limit apparently," he said, shrugging like this was somehow unfathomable. "Then I saw it though- the smallest smile curling at the edge of his lip! He was yanking my balls to see what I'd do! I swear, that guy actually has a sense of humor! No one ever believes me though!"

"It's pretty hard to imagine," the younger boy admitted, though he didn't express any disbelief. Zack was a lot of things, but he obviously wasn't a liar. "Honestly, I can't imagine even saying hello to the guy without having a breakdown. I'm glad he doesn't deal with cadets."

Zack rolled his eyes at this. "You're not one of the fanboys, are you?"

"No, he just scares the shit out of me."

The 1st fell into a fit of laughter again, leaning back on the couch and letting out a sigh. "You know, Spikey, this is exactly the kind of thing I needed. Just relax, watch a movie, have a drink, and laugh at stupid shit with a friend."

_Why me though?_ Cloud had wanted to ask. He didn't though, knowing the 1st would have found a way to make it seem like a silly question. Instead he just agreed, realizing he was enjoying himself too. It had been a long time since he had kicked back and relaxed, especially with anyone he would consider a friend.

_He is…my friend, _the cadet realized, not sure how this had happened.

One conversation on the way to Modeoheim about being a country boy…he'd never have thought the SOLDIER would ever even acknowledge him after the mission, let alone invite him to hang out.

"You know, I heard what happened," Cloud said, hesitating a moment. Friends were supposed to be there for each other though, or so he imagined. "And if you need to talk-"

"No," Zack said quickly, his smile fading fast. "That's not why you're here, Spikey."

Cloud cringed, immediately regretting his attempt at offering an ear. He had never seen Zack wearing such a sad expression, and even though they had just met recently, he had seen Zack Fair a lot. It wasn't just the other cadets who looked up to him; Cloud had too. He never joined in the fanboy staring or conversations, but he did find himself intrigued by the 1st.

There was a simple reason for that though. He was everything Cloud wanted to be. He was a SOLDIER- a 1st. And not the kind that intimidated the cadets or gave off some stone cold vibe…The only things Zack intimidated were his opponents. Zack was infectious and kind-hearted. Even the mighty Sephiroth would indulge his charismatic behavior, and that seemed an impossible feat. Plus all the ladies swooned for him, not to mention plenty of the guys- which was no surprise. The 1st was devastatingly handsome and only a fool or liar would say otherwise. The younger boy had never even had a girlfriend while Zack had a new one every week. Zack saw the best in people and could get even the sternest SOLDIER to smile without even trying.

Cloud couldn't help but smile as he looked to Zack, relieved that the sad stare had faded as he began a new story about when he was a cadet. How was this even possible? He listened to the story eagerly and tried not to focus too much on the fact that it made no sense to him that he would be there- sitting on a couch with his idol. What Zack Fair saw in him, he didn't know, but the fact he was sitting there bullshitting with his idol when just a couple hours ago he was sitting in class having paper thrown at the back of his head? Why would he _want_ to keep questioning it?


	2. Chapter 2

Hey...so a couple things before the chapter. 1st, I forgot to mention I'm very new to posting on this site, so sorry for any strange formatting issues- I'm working on it. Also, I switched the document around so that the prologue/Chapter 1 appear on the same page since the prologue is really just a quick glance at a future chapter and not worth being on it's own page- no change in content there.

In response to a review question- yes, Cloud & Zack do become friends pretty fast, and there are a couple reasons. The first is just, yeah, Zack is a friendly guy who could get along with probably anyone (I'd be his friend o.o). Hopefully that will show itself as the story continues. And the other reason is something that gets answered in a few chapters, so I won't mention it just yet!

Questions/Comments/Thoughts are always much appreciated, thanks for reading! I should have the next chapter edited and ready to post later this evening.

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><p><strong>Chapter Two<strong>

"Spikey!"

Cloud froze in his seat, groaning as he heard the voice. It wasn't that he didn't want to see his friend…but did Zack always need to be so vocal about it? He was sitting alone in the cafeteria, minding his business and trying to be grateful for the fact that none of the other cadets hadn't seemed to notice his presence in the far corner yet. And now? The entire room was looking to him as Zack sprinted across the cafeteria, that unfazed smile as big as always.

"Spikey, stop acting like you don't know me!" he exclaimed loudly, causing Cloud to sink further in his chair. "If you don't say hello, people are going to start thinking you're embarrassed to be seen with me- and how would that make me look?"

His tone was incredulous as he put a hand on his hip, but anyone who was listening could tell he was joking. And everyone _was _listening, and laughing- smiling at him with shameless adoration. All hoping to catch Zack's eye and show that _they _wouldn't be embarrassed by him at all. Yet here he stood, hovering by the one cadet who became instantly mortified rather than elated as the 1st ruffled his hair playfully.

"Zack, c'mon," he muttered, looking mildly traumatized. "They hate me enough."

Zack waved a dismissive hand, as usual. "How could anyone hate you?" He took a seat next to his younger friend, snatching a roll off his plate and taking a large bite. His expression soured immediately, and he put the roll back. "Wow…are you sure you don't want to come eat in the SOLDIERS cafeteria? They actually serve food there."

"I told you, I can't," the cadet said, trying to keep his voice low. He could feel the familiar sting of jealousy from the other cadets, and knew exactly what they were thinking. It was a thought even he couldn't suppress often enough. What was so interesting about Strife that had Zack Fair's attention? "I don't want anyone thinking you treat me differently."

"Um, hate to break it to you kid, but I _do _treat you differently," he said, shrugging like it was nothing. "May as well take advantage of the perks, right?"

Cloud could feel the heat in his face as he blushed, though he wasn't sure where this reaction had come from. "I don't want any of your perks, Zack! I just want to go to classes and not get pulled out early because you couldn't wait 10 minutes to tell me about some girl, eat my crappy food alone in a corner, study in my dorm in my free time, and then maybe…just maybe hang out with a friend in private, without everyone gawking at him or glaring at me. Is that so much to ask?"

They both reached to his tray simultaneously, and their hands grazing momentarily. Zack jolted in his seat, causing Cloud to pull back quickly and look to his friend with an arched eyebrow. He seemed puzzled by something, his expression filling with curiosity as he looked to Cloud.

"You know, I was kidding when I said that bit about you being embarrassed to be seen with me, but…are you?"

"No! If it's not gonna cause you any trouble for hanging out with a cadet, then I honestly don't care if people know we hang out, I just…maybe we can just stop rubbing it in their faces, you know?"

Zack didn't look convinced, but managed to nod his head anyway. "Whatever you say, Spikey. I can tone it down a bit maybe. But hey! That class thing, that was just the one time, and you didn't see her or you woulda understood why I couldn't wait 10 minutes!"

The cadet smirked, rolling his eyes. "Whatever you say. You were just as excited last week too, and what happened to her?"

"That was different! At the time I thought she had the most beautiful eyes I'd ever seen, but…" the 1st stared off a moment, lost for words.

Cloud frowned at this; his idol never ran out of words. "Let me guess. You came across a more beautiful pair?"

The look on Zack's face was a bit awed as he nodded, his gaze straight ahead. "I did, actually. I just…never thought it'd be possible."

"Why's that? You were pretty excited about the new girl just yesterday."

"Have you ever had a girlfriend, Cloud?"

The younger boy froze, completely thrown by this question. Usually Zack did most the talking, while Cloud just spent most their time together laughing and throwing in the odd tidbit here and there. This question was definitely something that had never come up, and that was exactly how Cloud had been hoping to keep it.

"I…um…" he began, running a hand through his blond locks. He paused for a moment, his gaze falling to his tray. "No."

"Why not?" Zack pressed, his eyes fixated on the younger boy.

Cloud let out a long sight, not even sure why it was worth asking. Zack knew how the other cadets treated him- surely it was obvious.

"C'mon," he muttered, his eyes pleading with Zack to just drop it. The 1st seemed too curious though, not even dawning his signature smile as he awaited the cadet's answer. "I just…I mean, no one likes me here, it's not like I'm going to meet someone. Cadets don't go on _that _many mission, and there are only a small handful of girls here."

Zack nodded his head in understanding. "What about back home though? Cute country boy like you must have caught someone's eye."

Again he felt his face go red, completely uncomfortable with the subject. "Most the town thought I was kinda weird. There was one girl I guess I liked," he confessed, letting out a short sigh. "But she was never into me, and then I left to come here. End of story."

A bright smile appeared on Zack's face, and Cloud couldn't help but sink further into his chair. It wasn't the typical happy-go-lucky smile. It was the I have an idea smile. A smile Cloud had learned to dread over the few weeks they had been hanging out.

"How about I help you out then?" The suggestion was out before Cloud had a chance to tell him he didn't want to hear it. The younger boy arched an eyebrow, not expecting this to be the offer. "There are a few female cadets. Maybe I can-"

"No!" It was louder than he had intended, and the cadets who had mostly turned away from the two were eyeing the pair once more. Cloud groaned, irritated with himself for drawing more attention. There was no way to sink any lower in his chair, so he found himself anxiously biting his lower lip. They'd look away eventually…he hoped at least.

"Why are you so adamant about it? You always seem pretty interested about the girls I mention," Zack said with a shrug. "Plus, I'm sure you get cool points with the female cadets for having such a handsome older friend. I don't see the problem here, unless it's that you're into guys. And hey, I could probably match you up with someone even easier if that's the case."

He was mortified, wide eyes staring into the Mako-infused eyes of his mentor. "Zack!" he exclaimed, covering his face with his hands. Zack just chuckled though, ruffling with the cadets hair a bit more. "Seriously, why would you think that?"

"Think what?"

"That I'm into guys?" Zack looked a bit startled by the irritation in the younger boy's voice, and even Cloud was a bit surprised with himself.

"Hey, it's not a bad thing if you are-"

"I'm not."

His tone was final, and Zack rose to his feet a moment later. "I'll see ya later, Spikey."

And with that, his friend walked away, looking more ashen than Cloud had ever thought possible. His heart sank at the thought that he had caused his friend to feel that way. His _only _friend. It had been _his_ tone that took away the infectious smile that never faded, and that was never something he intended.

_I'll apologize later,_ he thought, praying that a simple sorry would suffice. Something in his gut told him it might take more than that though- that his friend would need some kind of explanation. He wasn't quite ready to offer one though.


	3. Chapter 3

Hey! So for anyone who didn't see the last note- I merged the prologue/Chapter 1 onto the first page of the document. Only mentioning it so people don't miss chapter 2 by thinking they already read it ^.^

Questions/Comments/Thoughts all appreciated, thanks for reading! To be honest I did write this whole story in 1 sitting (just going back and editing before posting)- so it may be a bit rushed despite my efforts to go back and edit to add a bit more depth. Let me know what you think! Anyway! More to come soon!

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><p><strong>Chapter Three<strong>

If things weren't bizarre enough, Cloud couldn't wrap his head around this latest twist in events. His idol turned only friend had somehow also managed to fill in the position of mentor now…Offering combat tips and one-on-one training. It wasn't quite as appealing as it sounded, and usually ended with Cloud on his back in defeat, but still- he loved every second of it, and could feel himself improving with every loss.

"Still haven't figured out why I can knock you down so easily?"

Their swords clashed, and he could feel the pressure of Zack's blade pushing him back on his feet. The SOLDIER was waiting though, knowing it would only take another swing for the younger boy to falter once more.

"Maybe if you'd just _tell _me instead of laughing when I land on my ass-"

As Cloud spoke, his mentor swung his buster sword like it was a normal blade, easily forcing Cloud to the ground. He was smiling down at the cadet, and soon laughed as Cloud laid his head back on the mat pitifully.

"C'mon, Spikey," he extended his hand as the cadet groaned. "I know you'll figure it out. If I just tell you everything, you'll never learn. I mean, if you're in the field and have to adjust because the type of creature you're fighting, what are you gonna do? Ask it nicely how to not get your ass beat? I'm not sure that's a good strategy, but hey- let me know how it works for you."

Cloud let out a sigh as he grasped Zack's hand, his adrenaline pumping once more as he rose to his feet. There was something about Zack's sarcastic pep talks that always got his blood pumping though, and he took his stance eagerly.

"You know, I used to think sword fighting was one of my strong points," the cadet admitted, chuckling softly. "Until you decided to help me."

Zack smirked. "It still is, Spikey. You're just fighting a different opponent is all- you need to adjust," he said, shrugging a bit. "I'm not another cadet, I'm Zack friggin' Fair!"

"Maybe I'll call up a few of your lady friends to create a diversion then," the younger boy mused, smiling broadly as his mentor broke into a fit of laughter. "At least give me a hint! It can't just be that I'm smaller than you."

It took a minute for Zack to stop laughing, and when he did, he looked to his trainee more seriously. "Okay. Hint…There are probably a handful of cadets who are bigger than me too, but if they were standing in your shoes, I'd be knocking them down makes me a different opponent?"

Cloud pondered a moment. "You already told me that. You're Zack friggin' Fair!" Another laugh, but this one ended quickly as his mentor eyed him patiently. "Okay, well. You're a SOLDIER. You're obviously stronger even if you aren't the biggest- and you're still a lot bigger than me. Your sword is twice the size and weight, at least, and you swing it like it's nothing."

"Yet when you stand there…how are you standing?"

Cloud frowned as it hit him. "Like I'm fighting someone my own size with the same sword."

"Which works with the other cadets because?"

"Because even with the wrong stance, I'm still better with a sword than they are."

"But with me?" Zack pressed, smiling fondly as it dawned on the boy.

"You're Zack friggin' Fair, so I should probably widen my stance a bit," he concluded, letting out a sigh.

"You should probably treat all your opponents that way, even if you know you'll win anyway," his mentor said, shaking his head with a smile. "You'll feel the difference. Now c'mon, let's go again!"

The SOLDIER only gave him a quick second to adjust his stance before rushing forward, surprising the cadet with a sudden swing. Their blades clashed, and immediately Cloud could feel the change. He wasn't sliding back on the mat this time. It was still obvious that Zack's swing was more powerful, but he was actually standing his ground this time. Their eyes met, and he couldn't help feeling invigorated by the new experience of their combat. He almost felt like an equal, for just a moment.

Until he was on his back again, Zack's buster blade and broad smile pointed down at him. "Good work, Spikey! Much better!" He offered his hand once more, and the cadet accepted it eagerly. The cadet gripped his sword, ready to go again until his mentor had returned his blade to his back. "I think that's enough for today. It's better to end on a high note."

Cloud frowned, somewhat disappointed. "I was just getting good though!"

"Yeah, and I don't want you pouting all day about how I _still_ managed to whoop your ass. We can save that for tomorrow! Now c'mon, put your sword away and let's go grab a bite before your classes start."

He wanted to fight it- to beg his mentor for another round. The look on Zack's face was too pleased though, and he realized maybe this _was _the best way to end a lesson. Progress was better than simple defeat.

"We're going to the SOLDIERS cafeteria, no arguing," Zack told him, nudging the cadet as he frowned. "Think of it as a reward for improvement rather than special treatment. Plus, I'm the one going out of my way to help you- why should I be punished by being made to eat that crap in the cadet cafeteria?"

"No one makes you eat with me," he said simply, smiling as Zack rolled his eyes. "Fine. Just this once though! Last time you made me go I spent the whole day hearing about how I'm your…well, never mind."

His mentor was intrigued though, arching an eyebrow. "You're my what?" Cloud made no effort to speak though, averting his gaze. "C'mon, it can't be that bad. To this day I still get called Puppy…I mean, Angeal may be gone now, but when that nickname first came out, I wasn't just Zack the Puppy- I was _Angeal's_ Puppy! And trust me, they didn't mean the cute fluffy kind, they thought something a bit more…graphic." Zack seemed more amused by this than upset, and Cloud couldn't help but frown. How was he always so carefree? Surely it must have bothered him a little, yet he showed no indication. "Look, Spikey, people are always going to talk when someone's better than them. They're always gonna be jealous and wanna take you down a notch. That's just how it is. But you and me? What's it matter if they say something? We know what's going on here even if they don't. So if they wanna call you my little chocobo," he teased, ruffling the cadet's spikey locks, "or anything else for that matter- let them. I don't care and you shouldn't either."

Cloud froze, mortified. "How'd you know?"

Zack stared at the younger boy, confused for a moment before his brows rose. "Seriously? They couldn't have come up with anything a bit more…I don't know, creative?" He continued laughing, though Cloud was entirely unamused. "Lighten up, Spikey! It's really not a big deal. If you don't smile I'm gonna hop on your back and take you for a ride!" Cloud's jaw dropped, only eliciting more laughter from his mentor as he wiggled his eyebrows. "To the cafeteria that is!"

The younger boy forced a smile, knowing there was a good chance Zack actually would hop on his back if he didn't. Physical contact never seemed to faze his mentor- he was always tackling the boy if he saw him in the courtyard, nudging him or ruffling with his hair like it was just a natural thing to do. Cloud wasn't quite as touchy feely, and at first every touch would make him panic a bit, but after a couple months dealing with it? He had learned to accept the simple fact it was just who Zack was- no harm intended.

"If you want, you can always take me up on that offer to set you up with someone," his mentor said as they went through the line in the SOLDIERS cafeteria. It wasn't in his usual happy tone though- he seemed hesitant, looking to his trainee from the corner of his eyes. "We can go on a double date and squash those rumors pretty fast."

Cloud bit back a sigh, wishing they hadn't breached the topic at all. He had been so grateful that Zack had basically never mentioned their last conversation about this- he had acted like it never happened and discarded Cloud's attempt at apology like it was nothing. The memory was haunting though…the look on Zack's face when he had basically snapped at him…He made a mental note to stay calm and watch his tone this time.

"I'm not interested in dating right now," the boy said carefully, ignoring Zack's skeptical glance as they sat down across from each other. He poked at his food, impressed as usual by just the sight and smell of the food in the SOLDIERS cafeteria- it was drastically different from what he normally ate. He took a quick bite before looking up, unsure exactly why his mentor still looked so perplexed. "Okay, clearly you won't drop this, so I'll just say it. I've got a lot on my plate right now. I'm not a natural learner like you…I can't just half ass it and be the best. I don't have time for distractions."

"Yet you have time to watch movies and go out to dinner with me almost every night that I'm not out on missions?" Zack pressed, chuckling softly. "Spikey, I think you're making excuses. C'mon, talk to me! Are you just nervous? I mean, I can give you some pointers- lines, even. I know how to get the ladies smiling, trust me."

Cloud focused on his plate again, trying to ignore the uncomfortable feeling he was getting under Zack's unrelenting stare. He really wasn't going to drop it …He took a few more bites, still desperately hoping that maybe he was wrong. Maybe his mentor would let it go this time...The stare remained though, and the cadet knew it was useless to try to avoid the subject.

"I'm just not interested in anyone," he confessed, shrugging. "The girls here…I don't know, they're not my type I guess. I'd rather read about the uses of Esuna than talk to any of them, and that's not exactly my idea of a good time."

It was the truth. He had tried to look at the girls- tried to see the appeal. They just didn't even register on his priority list though. The way Zack would rave about his exploits always captivated his attention, and for a while during the tales he'd find himself caught in the feeling that his mentor emanated- almost able to feel the excitement himself as their eyes would meet. Those Mako-infused eyes were so bright as he spoke, the passion in his tales almost tangible- usually he would falter under his mentor's gaze, but he could never look away in those moments. The idea of falling for someone or going on a date made his heart race, and he wanted nothing more than to have those experiences himself. Yet somehow whenever he'd interact with a female cadet, he saw none of that excitement. None of them could ever stand a chance at filling the expectations he now felt from Zack's stories- no one could be as enticing as Zack described.

"Why do you look like you're off in another world?" Zack teased, smiling curiously at the boy. "You just need to give someone a chance, that's all. Sometimes you won't know you like someone until you go out. Are you sure it's not just that you aren't into girls? It's really okay, Spikey. I don't like that you aren't comfortable talking to me about these things."

Cloud's heart was still racing as the memories of their conversations flashed through his mind, but eventually he shook his head with a sigh. "Honestly? The only person I've ever been interested in was that girl back home that I told you about. So I don't think that's it."

Zack frowned, but nodded his head. "Okay. Why'd you get so upset last time I brought it up then?"

The boy hesitated, running a hand through his hair as he tried to come up with an explanation. So much time had passed that he had figured the subject just wouldn't come up again- all the reasons he had come up with in his mind to go along with his apology were forgotten as he sat there on the spot.

"I just…ever since we started hanging out, it's been more than I told you," he explained, his face red as Zack arched an eyebrow. The entire topic was embarrassing- his reaction from their previous conversation, the idea of discussing his sexuality, and the real reason he hadn't wanted to say anything. Mako-infused eyes were locked on his though, eagerly willing him to continue. It was time to suck it up and tell his mentor the truth. "With the other cadets I mean. It's not just the chocobo thing. Really, that's probably the least offensive joke they came up with. They say…"

He stopped mid-sentence, letting out another sigh and dropping his gaze. Zack reached across the table for his hand, his thumb rubbing over Cloud's knuckles reassuringly. This gesture filled the boy with the confidence to continue, and he looked up into his mentors eyes with the slightest determination to finish his explanation.

"They say I'm sleeping with you to get ahead. They think I'm just some pretty boy taking advantage of what's apparently the only thing I have going for me- my face. That I've somehow blinded you to logic and that's the only reason you bother with me."

"And?" his mentor asked, his hand still encompassing the younger boy's.

"And what?" he responded, shrugging.

"And why would you think them saying that would bother me? I already told you, we know what's going on here. I don't care what anyone wants to assume."

"Yeah, but if I were into guys..." His body was trembling slightly at the very thought of it, but Zack's reassuring grasp gave him the will to admit his fears."I mean, if you thought that I was, you might think that maybe that's what I was trying to do. If you thought I was secretly just another fanboy, you might not wanna bother with me anymore."

"Are you?"

The color drained from the cadet's face. "No!"

"I meant are you into guys!" his mentor exclaimed quickly, his own expression showing a rare hint of embarrassment. It was gone in a flash though, and his normal tenacity returned. "Not are you a fanboy trying to get me in bed to get ahead...I mean, I think I might have noticed if you were doing _that_. You barely let me nudge you without flinching, so unless you're plotting some kind of back attack..." Zack put a hand to his chin as he pretended to contemplate this, thriving on the younger boy's shocked expression. "Nah. Your face is too red just from the idea of it."

His face _was _red, though more at the way Zack spoke so freely about the entire idea than at the idea itself. "I think a back attack is clearly more your style than mine," he managed to mutter, eliciting a slight laugh before his mentor's face turned serious.

"Really though, you need to let these worries go. Who cares what anyone thinks? We obviously aren't sleeping together, so I wanna know what _you _think- why do _you_ think I bother with you?"

"I've been trying to figure that out since you showed up at my door after Modeoheim," Cloud confessed, sighing. His gaze lingered on his hand, realizing that Zack's was still resting comfortably on it. There was nothing awkward about this gesture though, even though it's original purpose had come and gone. He frowned, wondering how that could be- but it was just how Zack was, he reminded himself, resolving that it was nothing. He collected his thoughts and continued to answer his mentor's question. "We're friends now, but at first you just kinda came out of nowhere. We get stuck We had one conversation and then you just showed up a week later like we were old pals. I mean, I can only assume you put up with me now because when I'm not being totally depressing, we at least manage to have a few good laughs. Definitely nothing to do with my pretty face," he muttered, chuckling at the idea.

"One of these days I'll tell you why I showed up at your door," Zack promised, smiling weakly as he finally withdrew his hand. "For now, let's keep it simple. We're friends, Spikey. Don't question that."

The air between them had somehow become heavy, Cloud realized, and he could feel it weighing him down. He yearned to see his mentor's bright smile again, and so many serious topics would never bring it back. It was time to lighten the mood again. "So, what- you're saying my face _isn't_ pretty enough for you?" he teased, relieved to hear his mentor chuckle. After seeing the slightest hint of a smile he continued. "And here I was thinking maybe I _should _hop into your fanclub!"

"You don't have to lie to me, Spikey! I know you're the president of the club and you've secretly been selling my hair to the other cadets. You probably have a shrine to me in your closet, and that's why we always have to hang in my room!"

And just like that, the carefree man he had become so fond of had returned. He smiled, playing along with their new joke with renewed ease as they finished their breakfasts.


	4. Chapter 4

Hey! Thanks for reading- I appreciate it, and in particular thank you to the people who took the time to review/favorite/follow! It's nice to get some feedback ^.^

This is the first chapter where the rating starts to make a bit of sense, and it's going to keep headed in this direction. Nothing really explicit here, but be aware! This is one of my favorite chapters so I hope you like it too. Feedback welcome, even if it's bad feedback!

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><p><strong>Chapter Four<strong>

It was a strange feeling, unlike one he had ever experienced. It was one he was unsure how to handle, yet somehow enjoyed despite his mind's screams to forget it. It was too late though. The memory was ingrained in his mind, and there was no shrugging it off no matter how much he tried.

_"__Like this,"_ _Zack instructed, standing closely behind the boy as they trained. _

_His eyes went wide as a strange sensation tore through his body, completely distracting him from the lesson._

_Zack's arms reached forward, guiding Cloud's into position for a new stance for hand to hand combat- an area he desperately needed to improve in. He had all but begged Zack to help after getting knocked down one too many times in class, and his mentor had agreed with a broad smile and a wink. And here they were, doing exactly what he had asked, and all he could think about was the feel of his mentor's arms around him. He had never quite realized how powerful Zack was- the pressure of a sword thing was one thing, but this...the firmness of his mentor's body pressed against his back...This was different._

_He could hear the words coming from his mentor's mouth, but none of them registered as his heart raced. What was this feeling?_

_Never once had he felt nervous during training. Even when it was something he was bad at, and even though he knew the lesson would end with him on his back, it was always exciting. Never something to sweat about. No matter what happened, he would always somehow improve as Zack smiled and reassured him, offering confident words of encouragement and praise. It was exactly what it should be between a mentor and trainee._

_Usually their lessons didn't require any prolonged physical contact though, and this….this was more than a simple nudge or ruffle of the hair. Even the moments when his mentor would tackle him to the ground were different. Those moments were playful- they were jokes, and he would push the 1st off before they resumed their usual conversations. Cloud had never even been fond of the physical contact between them, usually dreading it more than anticipating it- there was just something awkward about it that he never quite figured out. Instead he had learned to accept it as part of Zack's personality and tried not to think about it too much._

_So why was this so different? This had been something he had asked for, and yet instead of learning a thing, his mind would race between thoughts of the firm body and the feel of that hot breath on his neck. He could hear the distant words of explanation still, but it wasn't the explanation he so desperately needed now._

_"__Spikey, are you even listening?" Zack asked finally, stepping back and moving to his position across from the boy. He was too dazed to answer though. Instead his arms dropped to his sides, and all he could manage to think was how cold he now felt without Zack pressed against his body.__ His mentor frowned, seemingly oblivious as he waved a hand in front of his trainee. "Hello?"_

_"__Sorry," the boy muttered, finally snapping out of his trance. He couldn't manage to look up at his mentor though, afraid his own expression would betray him. There was no way he could ever offer even the slightest indication that he was feeling this way...This determined thought only raised more questions though. Feeling what way? He tried to make sense of it, but his mind offered no logical explanation. His hand was on the back of his neck as his nerves began to get the best of him- it didn't help that his mentor was still watching him with an arched eyebrow. __"I just…got distracted."_

_Zack grinned, not seeming bothered by this__. "No biggie. Happens to me all the time. Here, let me show you again!"_

_The words of protest that screamed out in his mind never made it to his lips. Zack was already behind him, his hands firmly on the boy's hips. It was simple for the SOLDIER to shift the boy's position, getting him into the stance he had detailed in the lesson. It seemed like those hands lingered a moment, but as Cloud trembled he knew he was imagining it...Or was he just hoping for it? It didn't matter either way. The 1st hand's moved slowly up the boys arms, guiding them back into combat position._

_Surely his mentor could tell...he must be able to hear the pounding of the cadet's heart or the slight tremble at his touch. Yet if he did, he gave no indication- instead he remained there, his hands circling back to the cadet's hips momentarily in response to the boy's involuntary shift._

_"You moved again," Zack muttered, warm breath tickling the boy's ear._

_Cloud let out a gasp, praying it would go unnoticed. The color drained form his face entirely as he felt a pronounced tightness in his pants, mortifying him. The only thing he could appreciate about this situation was that at least his mentor was behind him and unaware...even if he detected the racing heart or shallow breathing, he wouldn't see the effect he was having on the boy so long as he remained in that position._

_What was happening to him? The unanswered thought was filled with urgency, but it only prompted more questions. Surely these feelings didn't just emerge out of nowhere. __Did he...want this to be happening?_

_It was just training though. Nothing was happening outside of his mind. He refused to allow his mind to wander for another second while Zack was standing so close, instead focusing on keeping his breath even. He needed to focus- to get out of there before his mentor took his stance in front of him and realized the silly thoughts unfolding in his trainee's mind._

_"__I have to go," the cadet said softly, stepping forward without daring to turn around._

_And with that, he rushed to the door without hesitation. If Zack saw the look on his face…if he noticed the bulge in his pants…the very idea of it was traumatizing, and he wouldn't be able to live with himself if he ruined their friendship over something like this._

Cloud groaned, leaning back against the wall of his room and hiding his face in his hands. What was wrong with him? Zack was his friend…his only friend. There was no room for these feelings or thoughts, whatever it was…The very memory of it had his face red and heart racing again.

"No," he told himself firmly, letting his hands drop to his side. He balled them into fists as he felt the tightness in his pants one more, berating himself mentally without holding back. The idea of relieving the tightness crossed his mind between each thought, only forcing him to scold himself further. "This isn't right..."

And so he paced the room, ignoring the feelings surging through him and the thoughts that were unwillingly affecting his body. There had to be a solution to this problem. Obviously Zack wasn't interested, and really- he wasn't even sure if he was either. The idea of changing what had become the most valuable relationship in his life was terrifying. And the rate at which Zack moved on from girl to girl…even if anything did happen, he would just lose his mentor as a result. Plus, he had never seen Zack with a man…or even heard his mentor mention any interest. Just because he was accepting of everyone didn't mean he shared their interests.

He had managed to calm down his excitement a bit, and finally resolved to think about something else entirely. There was a solution to this, though it wasn't exactly appealing. He needed a distraction, and the books on his bed wouldn't cut it. With a deep breath of determination he left his room, marching down the hall with purpose. When he reached his destination he knocked loudly on the door, trying not to think too much about what he was doing.

A surprised female cadet opened the door, her eyes wide as she looked at him. He offered a weak smile as she stepped out, looking to him curiously. "Um, Cadet Strife. What can I do for you?"

He looked at the girl, trying to steel his resolve. It hadn't been until Zack pointed it out that he realized she seemed to be eyeing him from time to time between lessons. She was cute enough, and did fairly well in most their courses. There had been nothing particularly interesting about her, but maybe Zack had been right- maybe if he just gave someone a chance, something would happen.

"I was wondering," he stammered, not even sure how to do this. His hand was on the back of his neck and the confidence he had felt seemed to diminish. "Did you wanna maybe get dinner? With…me?"

A smile immediately appeared on her face, and she nodded her head eagerly. "Yeah! I mean…that'd be fun, sure." He couldn't help but smiling back, realizing maybe she was just as nervous as he was even if it were for a very different reason.

"Great!" Cloud exclaimed, relaxing a bit. "Um, I guess I'll swing by in a few hours then? We can head out somewhere- pizza maybe?"

"That'd be fun," she agreed, still as chipper as before. "It's a date!"

"Right. A date," he muttered, his eyes wide at the word. "I'll see you later then."

"Later."

And with that, she retreated into her room. He frowned, wondering if he had really heard a squeal of excitement behind the door or if he had imagined it. Surely not. No one would be _that _excited to do anything with him- not even Zack who was enthusiastic about everything.

Zack…

His heart sank as he trudged back to his room. What was he doing? Was asking out the first random girl to express any interest in him really a solution? He could only hope, sighing deeply. There was no way he could ruin his relationship with Zack, and if that meant doing something he felt entirely weird about, he'd give it a try at least.

As he stood in front of his door he realized it would be silly to go back in. All he'd have is free time, and only bad things could happen if he didn't stay busy. Zack was away on a mission, much to his relief. He wasn't sure he could bear to see him yet after their awkward goodbye that morning.

_It hadn't taken long for Zack to appear at his door, his expression filled with confusion. "So, um…you okay Spikey? You kinda bolted out like you were sick. Did I push you too hard?"_

_He shook his head. "No, it wasn't you. I just…yeah, I'm sick I guess," he lied, his door barely open a crack. He was sure his face was dismal enough to make it seem believable at least- he couldn't even look up to meet his mentor's worried gaze. "Sorry."_

_"__It's okay. Look, I've got that mission, so maybe the timing is good. I'll be gone a couple days and we can pick up where we left off when I'm back, okay?"_

_Why did he have to be so friendly- so okay with everything? It'd be so much easier if he expressed some annoyance or sternness. Those were foreign concepts for Zack though. Cloud gasped as his mentor's hand fell on his chin, forcing him to look up and meet his gaze. Panic filled him, and he knew the color was returning to his face rapidly. That wouldn't help his 'sick' excuse…_

_Don't make any weird expressions, he demanded of himself._

_That was impossible as he met Zack's eyes though. Those beautiful eyes…How had he never noticed them? He had always thought Zack was devastatingly handsome- but everyone thought that, and it didn't necessarily mean something. It was just another thing on the list of qualities he wished he shared with his mentor. Yet as he looked into those eyes, so filled with life and compassion…he knew he didn't simply want to be like his mentor- he wanted his mentor._

_His heart was racing at the admission, and he scolded himself relentlessly._

_"__Spikey…" The 1__st__ looked completely concerned, but for once he was lost for words as well._

_Cloud looked down, desperately trying to hide his emotions before they appeared on his face. This was Zack though- he acted somewhat scattered sometimes, but really, he was very perceptive about things like this. What if he already knew?_

_"__I think I'm going to be sick," the cadet muttered, and he genuinely meant it at that moment._

_"__I've gotta go anyway. I'll swing by when I'm back," he promised, putting a hand on the cadet's shoulders. "Feel better- and remember, if it gets too bad, you should go to the infirmary. Don't be stubborn."_

_"__I will," he agreed, braving to look up for just a moment to nod before retreating back into his room in a hurry._

His hand lingered on the doorknob, and he knew he needed to be anywhere but there.

The gym, he decided, determined to work off any unresolved feelings before they consumed him.


	5. Chapter 5

Sorry for the delay. I've actually been procrastinating because there are 2 versions of the next 2 chapters and I got torn about which to post- but I think I've decided sooo here's this- kind of a filler chapter, but necessary. The next should be more exciting! Thanks for reading & thanks to everyone who has messaged me, reviewed, favorited, and followed ^.^

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><p><strong>Chapter Five<strong>

"Zack attack!"

The words had come from another cadet across the field, and Cloud braced himself upon processing them. If another cadet shouted such a thing it only meant one thing...Cloud was about to be jumped, and it wasn't a kind warning. No, it was their call to rally the other cadets so they could watch the embarrassing scene and use it as fuel for their jokes later. And it always drew a crowd...they loved it- it was like they thrived on feeding their own jealousy, especially when that was paired with witnessing his open embarrassment.

Usually he could shrug this situation off now, after having lived through it so many times. This time though…he cringed as he felt himself being tackled from behind, trying to stay calm as he fell face first into the grass. Would everyone know? Would everyone be able to tell that this time was different? He tried to keep his mind focused, the mental berating already beginning in an attempt to ward off any unwanted thoughts or desires.

The SOLDIER above him didn't seem to notice as he laughed, ruffling the cadet's hair as playfully as ever. Cloud pretended to struggle under him, knowing it'd only raise questions if he laid there motionlessly. He'd have to throw the SOLDIER off, as usual, or deal with sitting there all day.

And so he forced himself to roll over, looking up to Zack with wide eyes. His mentor had only been gone on mission a couple days, but it seemed longer. Despite everything going on his mind, he had missed Zack, as always. He had missed that smug expression, and all the laughter that always came along with it. Yet as he laid feeling the weight of his mentor's body above him, he couldn't breathe. It was an innocent enough position- he had tackled Cloud to the ground, pinning him as usual. And when Cloud rolled, he resumed his normal position sitting cross legged on the boy's stomach as he waited for the boy to 'learn to fend off surprise attacks'. This explanation had never made sense to the cadet, but he had grown to assume it was more about forcing the cadet to get over his concerns about public embarrassment than anything else. And actually, for a while it had seemed to help.

Now though? He stared up at his mentor, knowing he wouldn't willingly budge- and for a split second his mental curses ceased and he found himself realizing he didn't want Zack to budge. The desires began to unfold, and as the horrified feeling encompassed him, he tossed Zack off in an instant. Panic seized him as he felt the effects of his desire, and he prayed that no one in the area would notice.

"Whoa there! Been working out?" his mentor teased, awed as he rose to his feet. He dusted his clothing off before extending a hand to Cloud, which was ignored as the cadet rose to his feet. He arched an eyebrow. "You're not still sick, are you?"

"I'm fine," Cloud insisted, forcing a smile as he ignored the intense pounding in his chest. "I've just gotta go. Classes and stuff."

He raced off before Zack could say another word, leaving his mentor baffled yet amused. The other cadets were whispering fiercely, and the paranoia began to set in. They must have noticed. Would Zack hear them? Of course he would hear them…their whispers were never hushed, and with Mako-infused hearing, it wouldn't matter anyway...

Why did it have to be different now? He had dealt with this "training exercise" countless times now, and never once had it stirred any feelings inside him...Would _everything_ feel different now that these emotions had been stirred? Surely nothing could be as intense as the moment he first started having these feelings...

He pushed thoughts of their hand-to-hand training aside as he approached the room where his next class would take place. Unfortunately class wasn't for another hour, and he sighed with relief to find the room empty. Without another thought he moved to his usual seat, opening his lesson book to read the most recent chapter one more time. If he could just stay busy, he could forget.

"Interesting class, huh?" His eyes snapped up, and he wasn't surprised to see his mentor in the doorway, leaning back against the frame with crossed arms as he stared at the boy. Cloud nodded his head wordlessly, unsure how he could explain himself for acting so strange. Zack seemed amused luckily, and he moved from the doorway to the desk next to the boy. "So, uh, do you want me to ask or did you just wanna start talking?"

"I went on a date while you were gone." The words had spurted out before he even had a moment to think about what to say. He was too afraid- afraid that Zack didn't just think he was acting odd, that he knew what was really on his mind. "With that girl you pointed out. I, uh, took her for pizza."

Zack frowned, looking a bit perturbed. "And that's why you ran away from me like you were feeling nauseous- _again_?"

"No!" The words came out a bit too quickly. "I've just been feeling strange lately. That's all."

"Strange like…whacky? Sick?" Zack guessed, his expression hardening. "Or strange like, involuntary bodily reactions to your feelings strange?"

"Zack!" he exclaimed, hiding his face in his hands.

"What? Hey, kid, it's no big deal! Hormones, it happens!" The words didn't ease his worries though. "So these _feelings_ then- they're for this girl?"

Cloud bit his lip, still not daring to come out of hiding in his hands. "Yeah," he lied, hating himself for a moment. Zack had never once lied to him, and now he was starting to make a habit of it.

"Are you sure?"

The boy frowned, something in Zack's tone willing him to look that direction. "Yeah."

Zack's expression seemed to be skeptical though, his knowing eyes boring into Cloud's heart. "Cloud, are you sure?" he repeated, his tone hiding a hint of annoyance that caught the boy off guard.

"I…yeah. She was very…sweet." It was almost true. The date had gone smoothly enough. At first he had felt awkward and unsure of what to say, but she had been so chatty that it hadn't been an issue. The way she rambled put him at ease, even if he weren't completely interested in whatever she was saying. If nothing else he had discovered that maybe not all of the cadets hated him, and maybe he did stand a chance at making a friend or two if he put in the effort. There had been no spark of interest though, no matter how eagerly he tried to find one. "We had a good time."

"You know, kid…you're kind of oblivious sometimes."

The words stung, though they hadn't been spoken with a harsh tone. On the contrary, his mentor had almost seemed amused again, and the smile had finally returned to his face. It was a relief to see that expression, and Cloud found himself feeling the slightest bit better about his irrational behavior.

"I know," he admitted, unable to hold back a chuckle. The relief only grew as his mentor rose, running a playful hand through his spikey blond locks as usual. "Hey, how was your mission?" he asked, glad to feel the pressure lifting a bit.

"Good! We kicked some serious ass, as usual," Zack said, confidently as always. "Hey, this girl- are you going to see her again, or are you starting to realize?"

It was Cloud's turn to arch an eyebrow. "I…I mean, I don't know. We didn't talk about it. Maybe?"

The lightness in those Mako-infused eyes seemed to flare a moment, and Cloud blinked. Surely he was imagining it. But what had he meant- had he realized what? For a second he found himself wondering if Zack were implying something more; something he could only dream about…but his gaze held no indication.

It would be silly to think such a thing though, he decided, shaking his head. By this time the next day, Zack would be rambling about a new girl as always. To think anything else would be absurd. He looked to his mentor with question-filled eyes anyway, hoping he would elaborate on whatever he actually _did _mean at least.

"Cloud, I think if you _really_ think about it, I know you'll come to the right conclusion," his mentor told him, his hand on the boy's shoulder.

Their eyes met, and Cloud shook his head helplessly. "I don't understand."

Zack just shrugged. "Spikey, I can't tell you everything or you'll never learn," he teased, much the same way as he always did during their training. "It's kind of obvious. Let me know what you come up with! I'll leave you to your reading for now- I've got to write up my report about the mission still. Such fun!"

The way he rolled his eyes had Cloud chuckling a moment, and he watched defenselessly as his mentor walked away, taking all the air in the room with him- or so it felt like anyway. It was a struggle to breathe as a strange void began eating away at him. It made no sense. These feelings were still too new- too unwanted...how could they have such a profound impact on him?

_Maybe these feelings aren't new. _The thought had been eating away at him, but he refused to acknowledge it.

There had to be an answer. Maybe he would try to see her again…At the very least if he could make another friend- someone to talk to about these things. Who could he go to when his only friend was his only issue?

He nodded to himself, determined to make this work somehow. It didn't seem right implying to her that he was interested, but maybe he could let her know it was a platonic thing before actually going out again. He wasn't quite sure how to do that though…Yet Zack was a ladies man, and he always seemed to remain on good terms when he bounced from girl to girl. What would Zack say if he were trying to befriend someone he had gone out with previously?

He'd just put on one of those smiles and make her laugh until she had no choice but to be his friend.

Cloud sighed, realizing his train of thought definitely wasn't helping. Plus, the idea of _him _being able to do something that smooth seemed entirely too unrealistic.

Before he realized it, other students began filling the room, much to his surprise. Had an hour passed already? A familiar set of eyes was on him, and he was pleased to see his new lady friend taking a seat next to him with a smile.

"Hey," she whispered, leaning closer to him. "I had a good time the other night."

"Me too," he said, offering a small smile. "Maybe we could do it again then?"

"Yeah, I was hoping you'd say that. The night felt…incomplete somehow," she said, winking at him. He frowned, unsure exactly what she meant. A few ideas ran through his mind, but he chuckled softly. There was no way she cared that he hadn't kissed her. It had been a decent night, but not _that _good. "Maybe tonight?"

"Sure. I'm training with Zack-" her eyes were glowing as he mentioned the name, and he couldn't help feeling a bit strange about it, "I mean, Lieutenant Fair- after classes. Maybe after?"

"How would you feel if I watched you guys train? I mean, I could use some practice too- maybe I could learn a few things watching?"

Cloud frowned. No one had ever watched them before, but it seemed harmless enough. "I'll have to ask him, but I don't see why not. We're just doing…" His eyes went wide as he realized. "Actually, I don't know. We were going to work more on hand-to-hand, but I think I've got a good grasp on it. I'll probably ask him to do more sword work," he said, deciding as he spoke. It'd be easier to maintain a safe distance, and if he didn't lose too badly, the lesson may even end faster. Zack always did thrive on an audience anyway, and he could just imagine his mentor showing off for the girl even if he had no interest in anyone so much younger than him. He frowned, adding age to his own list of reasons why his new found emotions were irrational. "You'll just need to give me a few to change after and we can head out."

"Sounds perfect," she agreed, smiling warmly before her attention went back to the front of the room.

Apparently class had already begun.


	6. Chapter 6

Hey again! So this is where I get a little sad because I had 2 versions of this chapter that go in different directions- hopefully I picked the right one to post. Not much else to say this time so I won't ramble. Thanks for reading, as always!

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><p><strong>Chapter Six<strong>

"What's with the sword, Spikey? Kinda gives you an unfair advantage in hand-to-hand, don't ya think?" His mentor had a broad smile as he approached, shaking his head at the cadet.

"I was hoping we could do more sword training today," Cloud explained quickly, looking away as Zack frowned.

"Um, I think you kinda have that down. The only way you'll get better practice now is in the field-" He stopped midsentence, his eyes finally falling on the girl in the corner. She rose to her feet, a broad smile on her face as he arched an eyebrow and looked to his trainee. "Spikey?"

"Yeah…I was thinking maybe Sara could watch today?" he asked, his hand on the back of his neck. He hadn't expected such an hard expression to appear on Zack's face. "If that's okay?"

"You sure you wanna do this, Spikey?"

There was something tense in his mentor's tone, but he couldn't identify it. It wasn't threatening, but almost foreboding somehow.

Instead he of guessing what it could mean he simply stood there, offering a silent nod. Without another word, his mentor had grabbed his own sword from the training rack, not having brought his own for the lesson. Cloud had barely taken his stance as Zack struck out, fiercer than usual. The girl retreated from the training mat, a startled expression on her face as she moved back to watch.

It was difficult to predict his movements, and for the first time in all their training he realized just how much Zack held back against him. Every swing was filled with more power than he thought imaginable, and there was virtually no time between strikes. A few minutes had passed, and he had already fallen to defeat or been disarmed more than he could count. His mentor's eyes were filled with a strange disappointment, unlike anything he had ever seen. It would flicker away though as the barrage of strikes began anew, each more unrelenting than the last. There were no words of praise or advice- no empathy or friendly hand to help him to his feet. A few more minutes passed at this rate and the cadet found himself sore and winded, despite the fact none of the strikes ever actually hit him.

Zack tossed his sword aside finally, looking down at Cloud with a sigh as the boy hit the mat again. "Kid, your head isn't in it today."

It took a high level of concentration for him to fight back the emotions pounding throughout his body. Part of him wanted to yell at his mentor for being so blunt, but mostly, he just wanted to break down and cry. This man…the way he had struck out, he wasn't the same carefree mentor that Cloud had grown so fond of- he wasn't the same man who had drawn out so many unwanted feelings. He was cold and unfamiliar. There wasn't even the slightest hint of a smile to be found behind his gaze, and it was almost unbearable to sit there under it's sting.

He managed to push back his emotions though, rising slowly to his feet with a deep breath. Zack was standing in front of him instantly, glaring down at the cadet with crossed arms. He wanted to just leave, or at the very least look away- but the glare was demanding somehow, and he couldn't snap his eyes away from it.

"Next time, don't bring your girlfriend. We don't fight to impress people, and if that's what you wanna do, I won't hesitate to whoop your ass again," he spat, shaking his head with irritation.

"So, what, you were _trying _to embarrass me?" Cloud was stunned at his mentor's words, his fists balling up in an attempt to tame the rage he felt building inside him.

"I didn't have to try, you did that yourself."

"Um. I should go," a quiet voice spoke from the corner, looking from one boy to the next.

Neither seemed to notice though. Their glares were locked on each other, and as she left the room, neither looked away.

"I wasn't trying to impress her," Cloud said finally, trying to calm himself down before he said something he'd regret- something to explain or justify his behavior. It was impossible though, with his mentor looking so angry. He was trembling in his position, determined to make Zack understand so that this tension could dissolve. "We were going to hang out after, so she asked if she could watch. If you didn't want her here, you should have just said."

"Didn't want to impress her?" Zack laughed at this, though not with any amusement. "I guess that's why you wanted to work with swords? Something you're good at…Didn't wanna show her hand-to-hand because you need to work more on that?"

"No, I just didn't want you to-" He cut himself off, realizing he was about to say more than he was willing to admit. "I didn't want it to be like last time."

Zack's expression finally softened a bit. "You're gonna to have to say more than that if you want me to understand."

"I can't."

And just like that, the hard stare returned. "I think we're done here."

Cloud nodded his head, moving toward the door wordlessly. He spun around a moment, though Zack hadn't turned to face him. "When's our next lesson then?"

His mentor shook his head, still not turning. "I said we're done, kid. There is no next lesson."

The tears he had been fighting began to well up in his eyes, stunned by the words. Somehow he choked them back, fighting them before they could fall. "Zack-"

"Look, kid, I tried. I tried to be nice to you. Tried to help you out. You just don't get it though," he said, his tone final. "The truth is, I don't even like you. You're annoying to be around. I just felt sorry for you, so I put up with it…but I can see it now. It's hopeless."

His jaw dropped, but there were no words. Any attempt at fighting the tears failed, and they flowed freely as he eyed his mentor's back. Surely he was lying. After all this time there was just no way their friendship had been fake. Yet as he spun around, his expression was so hard. He was seriously done.

"You don't mean that," Cloud said, though so softly he wasn't even sure his mentor would hear.

"Kid, stop standing there like that. Go run after your girlfriend and stop bothering me."

Zack moved toward the doorway, pushing past Cloud without looking in his direction.

Cloud stood there, dumbfounded as he tried to process what had just happened.

It wasn't every day you had your soul crushed by the very person you looked up to most, yet it had happened to him, and it hurt more than he could have ever imagined. Yet at the same time, he was furious, unable to fathom why it had happened. The scene replayed quickly in his mind…Months of friendship- he hadn't imagined it. Either Zack _knew_, or…His resolve hardened, and he decided in that moment to find out. There was no holding this back, no accepting those harsh words- and if they proved to be true, then he really had nothing left to lose. Even if he got tossed out of the program, he had no interest in being there without Zack's friendship anyway.

He grabbed Zack's arm, quivering under the stern glare he received as he pulled his mentor back into the room. He slammed the door shut, opening his mouth as he prepared to find out what was really happening between them. Words didn't seem sufficient though. Whatever it was- whatever he felt...Talking it out wasn't going to cut it.

Instead he pushed his mentor to the wall, stunned by his own actions as he furiously dug his hands into those raven locks and kissed him.

There was nothing subtle or sweet about it, but he didn't even care. He clung to his mentor, fully aware that his own lips weren't the only thing swelling under the intensity of the kiss. There was no time to be embarrassed though, and so he continued, desperately working his mouth against his mentor's, gasping for just a moment as Zack nibbled his lower lip. That was when it sunk in…Zack wasn't pushing him away. If the SOLDIER hadn't wanted this, he would have been thrown across the room by now…Instead he was being pulled closer and more firmly to his mentors body, the grip of Zack's hands almost painful to bear- yet somehow he knew it would hurt worse if his mentor relented even the slightest bit.

Zack practically growled into his mouth as he shifted their positions with ease, swapping to push Cloud to the wall as he took over. What he had thought was intensity surely would have been laughable if his senses weren't so entirely lost in the moment- he had no idea what the word even meant until Zack had teased his mouth open with such skillful ease. Their tongues were fighting with the same passion as their lips, relentless and fierce. It was both terrifying and exhilarating...

The kiss didn't lighten up, it only seemed to become more heated by the second as their hands began roaming each others' bodies freely. He gasped as he felt his mentor's hand trailing dangerously close to his throbbing erection, but this only seemed to encourage the movement. Zack's hand continued, offering a firm squeeze when it finally arrived at its destination...Cloud's heart leapt anxiously, the pressure of Zack's hand thrilling yet quickly calling his mind back to reality. This was happening and it was happening rapidly. All these sensations were new to the boy, and his mentor seemed to sense the uncertainty arising in his demeanor.

Cloud had lost control of the situation the moment he had started it though, even if he hadn't quite realized it. His mentor made no move to back off, his right hand grasping at the erection more eagerly with every moan that escaped the cadet's mouth. The nerves that were building up seemed to remain at bay as his mentor guided him, leading the boy's hand to the swelling in his own pants. He let out a heated groan the moment the boy applied the slightest pressure, only boosting the boy's confidence...it was unreal to think that _he _had caused someone like Zack to feel this way.

And just as quickly as it had begun, it stopped- Zack stepping far enough back that there was no contact between them. The younger boy was bombarded with emotions, feeling more disappointed than embarrassed at this point- ready to cry out in protest until he realized why.

Voices. What took him a minute to process, Zack had already anticipated. His wide eyes were filled with panic as he looked to Zack, but his mentor showed no indication of concern. Instead he just smiled at the cadet, lust still burning in his eyes.

"C'mon, let's go somewhere more private."

He took Cloud by the hand before the cadet could respond, leading him quickly from the training room. Everything that the boy had been unable to process during the heat of their kiss began spiraling from his control- it was too much, too fast. Where was Zack taking him…It didn't take a genius to figure out- he had gone through this building hundreds of times now, and the only thing in this direction were the SODLIERS quarters. What would he expect when they got there though?

The thoughts were racing through his mind so quickly that he could barely process one before the next popped up- the only good thing about this was that it completely distracted him from his physical desires while they were in the halls. Their linked hands were drawing plenty of attention, but other than that, there was nothing out of the ordinary for anyone to notice.

It only took Zack a moment to open his door, and as soon as they stepped through he had the cadet pinned to the wall. How was he supposed to stay calm with Zack looking down at him like that?

His heart sank as Zack laughed, only to be lifted once more as soft lips gazed his. "C'mon," he whispered, squeezing the cadet's hand as he pulled away from the kiss.

Too much, too fast. The panic set in again, and he knew this was his only chance to speak- if he waited one more moment, he'd forget rationality the same way he had before. "Zack, I-"

"Spikey, you look terrified," Zack said softly, their eyes locked. "Do you think I'm so ready to pounce on you that I can't tell? Don't worry. We're not going to do anything you aren't ready to do."

"Then what are we doing?" he asked, not sure if he should feel relieved or upset.

Zack lead him to the couch, taking a seat and pulling the boy close into his arms as he sat down at well. "We're doing what we always do. Watching a movie. Except this time we aren't going to talk through it- I'm going to sit here, with you just like this. You're going to relax and lean into me…and it's that simple. If you'd stop freaking out, you might actually start enjoying yourself."

"But, we need to talk about what just happened, we just…I just-"

"No." It was spoken so simply…so softly.

"But-"

"Cloud, trust me. You need some time before we talk about anything," Zack insisted, his eyes filled with understanding as he looked down at the boy. "We'll talk tomorrow. So unless you still wanna go on that date with _Sara_, I'm gonna start the movie."

His face was red with embarrassment as Zack chuckled softly, and he immediately looked to the TV instead. It took a while for him to realize that Zack had meant what he said- they were just going to have a normal night together, like always. Just with less talking. Zack was actually watching the movie, and he had his arm around the boy like it was the most natural thing.

Cloud looked up at him from time to time, as if he were waiting for something- some expression of regret or doubt- _anything_. It never came though, and eventually he found himself leaning in, resting his head against Zack's chest. There was something soothing about the beat of Zack's heart, captivating his attention more than any movie. It was so powerful and steady, pounding away all his worries and doubts one by one with every beat.


	7. Chapter 7

So, um...I might have thought I already posted this but apparently had not yet. I'm sorry!

Thanks for reading, as always- and all the nice feedback. I appreciate you all ^.^

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><p><strong>Chapter Seven<strong>

As Cloud's eyes opened, he stared around the room nervously. This wasn't his dorm. It took him a moment to become fully aware, and it dawned on him…it hadn't been a dream. This was Zack's room. His bed. Alarms went off in his head as he tried to remember how he had ended up in the bed...They had been watching a movie, on the couch. The last thing he could recall was the peaceful sound of Zack's heart beating.

Sure enough, the SOLDIER was sleeping peacefully next to the boy, the sweetest smile on his lips. He wanted to reach out to him…to push the raven locks from his eyes and kiss those soft lips. It seemed off though, just doing something like that.

Yesterday had been different. He _had _to take the initiative, or risk losing everything. Now though? It felt like he'd need permission to cross that line again. Everything had happened so quickly, and with Zack's refusal to talk about it, he couldn't be sure what it all meant. He didn't dare to hope that it meant anything at all…

Maybe Zack would see the kiss as a onetime thing- blowing off steam after their argument. Maybe he'd be embarrassed too, or regret the entire thing.

Cloud sighed at the thought, not even sure how _he _felt about it. It had been everything…More than he could have ever imagined. Not even in his wildest dreams had he imagined so much passion and ferocity to spark between him and Zack. Sure, he had a handful of unwanted feelings, but he had been too stubborn to allow himself to indulge in fantasies- at most he imagined a sweet, innocent kiss. Nothing like what had erupted between them. His entire body was trembling at the memory, and Zack's arms tightening around him weren't helping.

His heart sank though, realizing this was all too good to be true. Soon his mentor would wake up and tell him that- tell him that something like this couldn't happen. At minimum, they must be violating some kind of policy- Zack was a superior officer, and Cloud was just a cadet.

Would they be able to salvage their friendship after something like this though? The thought alone was awkward. Or worse- maybe he had _meant_ that bit about finding the cadet annoying, and this was just some twisted type of closure. Would he be kind at least, or would he wear that same hard expression and tell the boy to leave?

It would be easier to disappear before he even woke up, the cadet decided as panic gripped him.

He wiggled free from his mentor's hold, sliding as carefully as possible from the bed. Just the sight of Zack though...the cadet ran his hands through his hair, trying to think of anything other than the flutter in his heart. He already had a list of reasons to leave though, and he hardened his resolve.

Only his boots seemed to be missing as he looked down at himself, and after a quick scan of the room he found them by the couch. Slowly he retrieved them, though he didn't dare put them on in case the noise woke Zack. He tip toed to the door, forcing himself not to look back for fear he'd change his mind. This was the right thing to do.

The door creaked as he opened it, but that didn't startle him as much as the firm hand reaching past him to close it again. He stared at the hand, his heart racing anxiously as he realized it wasn't moving.

He could feel his mentor hovering behind him, hot breath on the back of his neck as he tried to collect his thoughts. "Where ya going, Spikey?"

The question was spoken so softly that he felt brave enough to face his mentor, yet as their eyes met he immediately regretted it. He could barely stand to see the hurt expression on Zack's face, the guilt tearing at him. How many times had he done this now- made a decision that took the smile off Zack's face?

There were no words- no explanation that would suffice, and so he stared intently at the ground instead.

"You were just going to leave, after everything that happened between us?"

He dropped the boots at these words, stunned. There was no ignoring the pain in his mentor's voice. Had he been wrong in his assumptions? "It's not that I wanted to leave, I just thought maybe I had interpreted last night differently than you. I didn't want you to feel awkward."

"You didn't want _me_ to feel awkward," the SOLDIER repeated, smirking down at the boy. "You're serious?"

"You don't have to say it like it's so unreasonable!" the boy exclaimed, wishing he could step away. Zack had both hands extended now though, firmly planted on either side of Cloud's head as he stared down at him patiently. "I thought you wouldn't want me here, but you'd feel too guilty just asking me to leave. Or maybe you hadn't wanted me here at all and you'd be angry! So I figured if I were just gone-"

"Stay," he whispered, leaning down slowly. Their lips grazed, and Cloud found himself speechless again. The SOLDIER's hands moved quickly to the boy's cheeks, before he retracted them completely and stepped back. "Please."

He gave the boy one more pleading look before moving across the room slowly. Cloud was frozen in his position, unsure what to do or how to react. Zack wasn't even looking in his direction anymore though. It was like he wanted the boy to decide on his own, and for some reason that made his decision easier. He followed his mentor to the couch, taking a seat by his side. For a minute they just stared at each other, both unsure where to begin.

"Say something," Zack said, softly and patiently as ever.

"Did you think about me…before that all happened?" Cloud asked, embarrassed by his own words. There was something serene in Zack's eyes though, and even though his mentor laughed, he didn't feel the need to look away.

"Yeah, I did," he confessed, like it was the easiest thing to admit. "I was just waiting for you to figure it out."

"But, you're always with women! I didn't know you-"

"I didn't either, until the first time I saw you."

Cloud stared at him, awed. "But why _me_?"

Another laugh. "I'm sorry, you're just too cute not to laugh at! That shade of red really suits your face…" His hand reached out, grazing the boy's cheek once more. "It's not so hard to believe, Spikey. You're perfect. You just don't know it because you're so hard on yourself. The moment I saw those big blue eyes, I couldn't get them out of my mind. The expressions you make- so serious and so easy to embarrass…It's too much. I'd be insane not to feel this way about you. I mean, I tried _not _to feel this way, trust me. After we met there was just something about you I couldn't shake. I figured if I just became your friend maybe it'd go away on its own- maybe I wouldn't think of you that way if I knew you better. Problem is, the more I knew, the more I couldn't_stop_ feeling this way."

"Then why didn't you say anything? You know I'm no good with these things! I thought I was out of my mind when I started feeling this way!"

Zack shook his head though, his expression somber. "I couldn't. I wanted to, believe me…But I didn't want to put you in a position where you felt like you couldn't say no. I didn't want you to think I was taking advantage of you just because I could, or because I'm a SOLDIER. I had to wait for you to make the first move to be sure. And, let me just say, it was well worth the wait. I don't think I've ever seen you with so much fire in your eyes."

Cloud laughed at this, still surprised himself. "I thought you were really done with me. I had nothing to lose…It just didn't seem real, when you said I was annoying and you put up with me to be nice. I mean, yeah, I probably was annoying, but you wouldn't have put up with me _that _long-"

His mentor cut him off, pressing his lips firmly to the cadet's. "Do we have to hash this all out now? It's done, it's happened, I'm glad, you're glad. What more is there to discuss?"

"You tried to set me up with girls!" Cloud exclaimed, pulling back from the kiss with a laugh. "You said we should go on a double date!"

"Well, it seemed like an easy way to figure out what you might be interested in- women, men, I didn't know for sure," he said simply, shrugging as he leaned back in.

"You knew the whole time!" Cloud pulled back once more, a bit flustered. "Didn't you? You were so evasive, with all that 'are you sure about her' and 'you're oblivious' bullshit…" He ran a hand through his hair, overwhelmed.

"Well, yeah. I mean, I suspected for a while you might be developing some feelings, but it was kinda obvious you hadn't really acknowledged them yet. It's easy for a SOLDIER to pick up on things like that though…if your heart is racing, or your breathing changes. Plus, you could never meet my eyes for too long before looking away- or you'd blush sometimes if we both reached for something at the same time."

"That's not even fair," he muttered, crossing his arms. He wasn't upset by these revelations, just stunned. "I didn't realize until-"

"Hand-to-hand day, I know," his mentor said with a wink. "I'm pretty perceptive, Cloud. Sorry." His face showed no hint of apology though- just a sweet smile as his eyes flickered to the boy's lips. "When I'm standing _that _close, it's pretty easy to get a sense of how you're feeling physically. And the way you ran out…really, it was kind of cute. I have to admit, when you told me about the girl the next time we talked, I was a bit irritated but not totally surprised."

"I didn't know what else I could do to stop thinking about it…once I realized, it was just…"

"Everything," he finished, smiling a bit. "I know."

"So it's not like how you have a different girl every week?"

He chuckled, ruffling Cloud's hair. "No, Spikey. Every girl I've hung out with since meeting you was a cheap distraction. I've been yours all along."

_Mine_, Cloud thought, feeling strange at the idea. Zack Fair didn't seem like the kind of guy who could belong to any one person. But there was something comforting about the thought.

"Then why did you talk about them like they were so…amazing? After every _date_, you'd spend the next day raving about the girl!"

"Well, I mean, at first I really was going on dates, but after a while when I knew my feelings weren't gonna change, I'd just tell them I'd only be going out as friends. The thing is, you were so into my stories, I couldn't stop. You were always so cute, on the edge of your seat hanging on my every word…the way you'd blush at certain parts, or get that fanboy look in your eyes- how could I stop? Hell, I even started embellishing, anything to keep your eyes on me like that."

"I just wanted it- I wanted to feel that way too," the boy admitted, his mentor not surprised.

"Good. I want you to want to feel that way. With me," Zack said, his smile broadening as Cloud blushed once more. "C'mon! We don't need to do this. Analyzing every little detail from the last few months is pointless, when we're right here, right now. There are dozens of things I'd rather be doing."

He began leaning in again, only for the recruit to pull back again. "Just one more thing then!" the boy pleaded, laughing as Zack began pouting. "I promise, I'll drop it after. I just need to know…When you say you're mine, does that mean-"

"Yeah," he said, like it was so simple.

"And I'm yours?"

"I hope so."

Cloud nodded his head. "So, we're _together _now?"

"Well unless you wanted to wait to tell _Sara__, _then, yeah."

The boy groaned, laughing as he ran a hand through his hair. "You're never gonna let me live that down, are you?"

"Definitely not."

"It seemed like a good idea at the time!"

Zack leaned in, finally getting the kiss he had been begging for. "So did that."

The cadet agreed readily this time, his hands draped around Zack's neck before there was a chance to pull back. It was clear that Zack had no intention on pulling back anyway, but it was empowering to know he didn't have to...

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><p><strong>THE END<strong>

**1/1/15: **So thanks for reading this. I appreciate your time. Particularly to those who reviewed/favorited/followed- thank you so much!

This was my first fanfiction, and so it was a bit rushed in retrospect- I intend to edit it eventually and add some...subtlety to it. But for whatever it's worth now...I hope some of y'all enjoyed it as is!


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